FALSE000179620900017962092025-03-282025-03-28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
3/28/2025
Date of Report (date of earliest event reported)
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APi Group Corporation
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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001-39275
(Commission File Number)
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98-1510303
(I.R.S. Employer Identification Number)
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1100 Old Highway 8 NW
New Brighton, MN 55112
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(Address of principal executive offices and zip code) |
(651) 636-4320 |
(Registrant's telephone number, including area code) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: |
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
APG |
The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) & (e)
On November 22, 2024, APi Group Corporation (the “Company”) announced that G. David Jackola was appointed to serve as Interim Chief Financial Officer. On and effective as of March 28, 2025, the Board of Directors of the Company approved the appointment of Mr. Jackola as the Company’s Executive Vice President and Chief Financial Officer.
Mr. Jackola, 45, has served as Interim Chief Financial Officer from December 2024 to March 2025 and prior to that, he served as the Chief Financial Officer and Vice President of Transformation at APi International since November 2022. Prior to his role as Interim Chief Financial Officer, he held the position of Vice President, Controller and Chief Accounting Officer at the Company from March 2022 to November 2022, and as Vice President, Corporate Planning and Analysis since joining the Company in October 2021. Prior to joining the Company, Mr. Jackola was the Vice President of Finance of James Hardie Building Products where he served as head of finance for the North American business. Prior to that, Mr. Jackola was Vice President of Finance – Europe for Ecolab and also held other roles of significant responsibility within Ecolab since joining in July 2008. Mr. Jackola received his bachelor’s degree in Economics from Carleton College and his Master of Business Administration in Finance from the University of Chicago Booth School of Business.
In connection with Mr. Jackola’s appointment, on March 28, 2025, the Company entered into an offer letter (the “Offer Letter”) with respect to his employment as Executive Vice President and Chief Financial Officer. Pursuant to the Offer Letter, Mr. Jackola will be entitled to (i) an annual base salary of $725,000, (ii) an annual short-term cash incentive with a target of 100% of his base salary, (iii) an annual long-term equity incentive award having a grant date value of 250% of his base salary, (iv) a supplemental 2024 long-term equity incentive award under the Company's 2019 Equity Incentive Plan, granted on March 28, 2025, with an aggregate value of $1,562,500, comprised of (a) restricted stock units with a grant value of $625,000 which will vest in three equal tranches annually on March 1, 2026, March 1, 2027, and March 1, 2028 (or immediately upon death or disability) and (b) performance-based restricted stock units with a grant date value of $937,500 that will vest in early 2028 based on certain performance criteria over the 2025-2027 performance period, and (v) participate in the Company’s employee benefits plans. In addition, Mr. Jackola will be eligible to participate in the Company’s Executive Officer Severance Policy as an “Eligible Employee.”
The foregoing summary of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
There is no arrangement or understanding between Mr. Jackola and any other person pursuant to which Mr. Jackola has been appointed as the Executive Vice President and Chief Financial Officer. There are no family relationships between Mr. Jackola and any of the Company’s directors and executive officers, and Mr. Jackola is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On March 31, 2025, the Company announced that Mr. Jackola has been appointed to serve as the Company’s Executive Vice President and Chief Financial Officer, effective March 28, 2025. A copy of the press release announcing the appointment of Mr. Jackola as Executive Vice President and Chief Financial Officer is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
10.1 |
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99.1 |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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APi Group Corporation |
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Date: March 31, 2025 |
By: |
/s/ Louis B. Lambert |
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Louis B. Lambert |
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Senior Vice President, General Counsel and Secretary |
EX-10.1
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jackolaofferletter.htm
EX-10.1
Document
March 28, 2025
G. David Jackola
1100 Old Highway 8 NW
New Brighton MN 55112
Dear David,
I am pleased to extend this formal offer for the position of Executive Vice President and Chief Financial Officer of APi Group Corporation, based at our global headquarters in New Brighton, Minnesota.
The details of this offer are as follows:
•Title: Executive Vice President and Chief Financial Officer
•Reporting to: Russ Becker, President and CEO
•Annual Base Salary. $725,000, earned and paid on a semi-monthly basis in accordance with the Company’s normal payroll practices and procedures. Base salaries are reviewed annually with any increases generally effective in January. You will be eligible for a salary review effective January 1, 2026. As an exempt salaried employee, you will not be entitled to overtime compensation.
•Short-Term Annual Incentive. You will be eligible to participate in the Company’s annual short-term incentive program on terms determined from time to time by the Company’s President and CEO and the Compensation Committee of the Board of Directors (the “Compensation Committee”). The plan currently provides an opportunity to earn between 0-200% of your target bonus, based on the Company’s financial results. You will be initially eligible for a target short-term incentive of 100% of your eligible annual earnings.
•Long-Term Equity Incentive. You will also be eligible to participate in the Company’s annual long-term equity incentive program on terms determined from time to time by the Company’s President and CEO and the Compensation Committee. The current target annual long-term equity incentive grant value for your position is 250% of your base salary. Your first annual LTI grant will be awarded in the first calendar quarter of 2026. LTI grants are subject to the terms and conditions of the Company’s 2019 Equity Incentive Plan and your grant agreement(s). The LTI awards are divided between time-based awards (“RSUs”) and performance-based awards (“PSUs”). The RSUs vest ratably on an annual basis over three years. The PSUs will have a three-year performance period and vest after achievement of certain performance targets have been certified by the Compensation Committee. Of course, the parameters of our LTI awards may vary over time as our Compensation Committee responds to Company needs and market trends.
•Off-Cycle Long-Term Equity Incentive. You will be eligible to receive a one-time, off-cycle equity award with a value of $1,562,500, 60% of which will be granted in PSUs (tied to certain financial metrics measured through 2027) and 40% of which will be granted in RSUs (vesting ratably over three years beginning on March 1, 2026).
•Executive Officer Severance Policy. You will be eligible receive severance pursuant to the terms of our Executive Officer Severance Policy, as may be amended from time to time by the Compensation Committee.
•Perquisites. You will be entitled to perks generally available to our executive officers, including our executive physical program, supplemental executive life and disability insurance, non-qualified deferred compensation program, and a car allowance. Additional details on these programs will be provided to you.
•Benefit and Retirement Programs. You will be eligible for the same benefits generally available to other APi Group team members, including medical, dental, vision, voluntary benefits (i.e., accident, critical illness insurance), 401(k) match, 401(k) Profit Sharing, and the Company’s Employee Stock Purchase Program. You will continue to participate in the Flex Paid-Time-Off program.
•Policies. During your employment, you will be expected to comply with all Company policies and procedures, which are subject to change at any time at the Company’s sole discretion. As an Executive Officer of the Company, you will also be subject to our Executive Compensation Clawback Policy and stock ownership guidelines, each as established by the Compensation Committee from time to time.
I am confident that you will be a great leader for APi, our teammates, and our shareholders as we grow and work towards achieving our long-term strategic objectives. Please let me know if you have any questions.
Sincerely,
/s/ Russell A. Becker
Russell A. Becker
President and Chief Executive Officer
APi Group Corporation
Accepted and agreed on this 28th day of March, 2025:
/s/ G. David Jackola
G. David Jackola
EX-99.1
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apg2025cfopressrelease.htm
EX-99.1
Document
Exhibit 99.1
APi Group Appoints David Jackola Executive Vice President & Chief Financial Officer
New Brighton, Minnesota – March 31, 2025 – APi Group Corporation (NYSE: APG) (“APi” or the “Company”) today announced the appointment of David Jackola as Executive Vice President & Chief Financial Officer, effective immediately. Mr. Jackola has been with the Company since October 2021, most recently serving as Interim Chief Financial Officer since December of 2024. He will report directly to Russ Becker, President and Chief Executive Officer of APi.
Russ Becker, APi’s President and Chief Executive Officer stated: “David is a great leader and has a proven track record of driving profitable organic growth and executing on our strategic objectives. After a comprehensive process, the Board and I agreed that David is the ideal candidate to serve as APi Group’s next Chief Financial Officer. He brings a unique combination of financial acumen and global experience together with a deep understanding of our business and strong, established relationships with our leaders around the world. I have full confidence that David will continue to be a strong leader for APi, our teammates, and our shareholders as we return to more traditional levels of organic growth in 2025 and beyond.”
David Jackola, APi’s Executive Vice President and Chief Financial Officer stated: “I am excited and humbled to be chosen as APi’s next CFO. I’m grateful for the team’s confidence in me. I look forward to leading the talented team of global finance and IT professionals at APi, supporting our field leaders, living our enduring purpose of Building Great Leaders, and helping APi achieve its long-term strategic objectives.”
Mr. Jackola brings more than 20 years of global finance experience to the role. Prior to his role as Interim CFO, he served as Chief Financial Officer and Vice President of Transformation at APi International. Prior to that role, he was Vice President, Controller and Chief Accounting Officer at APi. He began his career at APi as Vice President, Corporate Planning and Analysis. Prior to joining APi, Mr. Jackola served in senior finance roles at both James Hardie Building Products, where he served as head of finance for North America, and Ecolab, where he served as Vice President of Finance, Europe and in other various senior finance roles.
Mr. Jackola will be joining Mr. Becker and other senior leaders at APi’s Investor Day on May 21 in New York and will be discussing the Company’s positive momentum through the first half of the year as well as presenting updated long-term strategic objectives.
About APi:
APi is a global, market-leading business services provider of fire and life safety, security, elevator and escalator, and specialty services with a substantial recurring revenue base and over 500 locations worldwide. APi provides statutorily mandated and other contracted services to a strong base of long-standing customers across industries. We have a winning leadership culture driven by entrepreneurial business leaders to deliver innovative solutions for our customers. More information can be found at www.apigroupcorp.com.
Investor Relations and Media Inquiries:
Adam Fee
Vice President of Investor Relations
Tel: +1 651-240-7252
Email: investorrelations@apigroupinc.us